Indemnification Agreement - COLONIAL PROPERTIES TRUST - 2-28-2012

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					                                                                                                      Exhibit 10.9
                                   INDEMNIFICATION AGREEMENT


        THIS INDEMNIFICATION AGREEMENT (this “  Agreement ”) is entered into as of
______________, 2011, by and among Colonial Properties Trust, an Alabama real estate investment trust (the “ 
Company ”), Colonial Realty Limited Partnership, a Delaware limited partnership (the “ Operating Partnership
” and together with the Company, the “ Indemnitors ”) and __________________     See Schedule A for a list 
of officers and trustees who have entered into this Indemnification Agreement with the Company. (the “ 
Indemnitee ”).

        WHEREAS , the Indemnitee is an officer and/or a member of the Board of Trustees of the Company
and in such capacity is performing a valuable service for the Company and the Operating Partnership and their
subsidiaries;

        WHEREAS , Alabama law permits the Company to enter into contracts with its officers or members of
its Board of Trustees with respect to indemnification of, and advancement of expenses to, such persons;

       WHEREAS, the Declaration of Trust of the Company (the “ Declaration of Trust ”) provides that the
Company shall indemnify and advance expenses to its trustees and officers to the full extent required or permitted
by Alabama law in effect from time to time;

         WHEREAS , the Bylaws of the Company, as amended (the “ Bylaws ”), provide that each trustee and
officer of the Company shall be indemnified by the Company to the maximum extent permitted by Alabama law in
effect from time to time and shall be entitled to advancement of expenses consistent with Alabama law;

       WHEREAS , the Company is the general partner of, and conducts substantially all of its business
through, the Operating Partnership;

        WHEREAS, the Third Amended and Restated Agreement of Limited Partnership of the Operating
Partnership (the “ Partnership Agreement ”) provides for indemnification and advancement of expenses to the
Company and its trustees and officers consistent with the applicable provisions of Delaware law, subject to the
same limitations on indemnification and advancement of expenses that apply under Alabama law to
indemnification and advancement of expenses by the Company of its trustees and officers; and

          WHEREAS , to induce the Indemnitee to provide services to the Company as an officer and/or a
member of the Board of Trustees, and to provide the Indemnitee with specific contractual assurance that
indemnification will be available to the Indemnitee regardless of, among other things, any amendment to or
revocation of the Declaration of Trust, the Bylaws or the Partnership Agreement, or any acquisition transaction
relating to the Company, the Indemnitors desire to provide the Indemnitee with protection against personal
liability as set forth herein.

      NOW, THEREFORE , in consideration of the premises and the covenants contained herein, the
Indemnitors and the Indemnitee hereby agree as follows:

1.     DEFINITIONS

        For purposes of this Agreement:

        (A)     “ Corporate Status ” describes the status of a person who is or was a trustee or officer of the
                Company or is or was serving at the request of the Company as a trustee, officer, partner (limited
                or general), member or director of any other foreign or domestic corporation, partnership, joint
                venture, limited liability company, trust, other enterprise (whether conducted for profit or not for
                profit) or employee benefit plan. The Company shall be deemed to have requested the
                Indemnitee to serve an employee benefit plan where the performance of the Indemnitee's duties
      to the Company also imposes or imposed duties on, or otherwise involves or involved services
      by, the Indemnitee to the plan or participants or beneficiaries of the plan.
                    
(B)   “ Corporate Transaction ” means a change in control of the Company of a nature that would
      be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
      promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), whether or not
      the Company is then subject to such reporting requirement; provided that, without limitation, such
      a change in control shall be deemed to have occurred if (A) any "person" (as such term is used in
      Sections 13(d) and 14(d) of the Act) becomes after the date hereof the “beneficial owner” (as

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                defined in Rule l3d-3 under the Act), directly or indirectly, of securities of the Company
                representing twenty-five percent (25%) or more of the combined voting power of the Company's
                then outstanding securities without the prior approval of at least two-thirds of the members of the
                Board of Trustees in office immediately prior to such acquisition; (B) the Company is a party to a
                merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a
                consequence of which members of the Board of Trustees in office immediately prior to such
                transaction or event constitute less than a majority of the Board of Trustees thereafter or (C)
                during any period of two (2) consecutive years, individuals who at the beginning of such period
                constituted the Board of Trustees (including for this purpose any new trustee whose election or
                nomination for election by the Company's shareholders was approved by a vote of at least a
                majority of the trustees then still in office who were trustees at the beginning of such period) cease
                for any reason to constitute at least a majority of the Board of Trustees.

        (C)     “ Expenses ” shall include all attorneys' and paralegals' fees, retainers, court costs, transcript
                costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs,
                telephone charges, postage, delivery service fees, and all other disbursements or expenses of the
                types customarily incurred in connection with prosecuting, defending, preparing to prosecute or
                defend, investigating, or being or preparing to be a witness in a Proceeding.

        (D)     “  Proceeding ”  includes any action, suit, arbitration, alternate dispute resolution mechanism,
                investigation (including any formal or informal internal investigation to which the Indemnitee is
                made a party by reason of the Corporate Status of the Indemnitee), administrative hearing, or any
                other proceeding, including appeals therefrom, whether civil, criminal, administrative, or
                investigative, except one initiated by the Indemnitee pursuant to paragraph 8 of this Agreement to
                enforce such Indemnitee's rights under this Agreement.

        (E)      “ Special Legal Counsel ” means a law firm, or a member of a law firm, that is experienced in
                 matters of corporate
                 law and neither presently is, or in the past two years has been, retained to represent (i) the
Indemnitors or the
                 Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding
giving rise to a
                 claim for indemnification hereunder.

2.      INDEMNIFICATION

        The Indemnitee shall be entitled to the rights of indemnification provided in this paragraph 2 and under
applicable law, the Declaration of Trust, the Partnership Agreement or the Bylaws, any other agreement, a vote
of shareholders or resolution of the Board of Trustees or otherwise if, by reason of such Indemnitee's Corporate
Status, such Indemnitee is, or is threatened to be made, a party to any threatened, pending, or completed
Proceeding, including a Proceeding by or in the right of the Company or the Operating Partnership. Unless
prohibited by paragraph 13 hereof and subject to the other provisions of this Agreement, the Indemnitee shall be
indemnified hereunder, to the maximum extent permitted by Alabama law in effect from time to time, against
judgments, penalties, fines and settlements and reasonable Expenses actually incurred by or on behalf of such
Indemnitee in connection with such Proceeding or any claim, issue or matter therein; provided, however, that
indemnification shall not be available under this Agreement if it established that (i) in connection with a proceeding
by or in the right of the Company, the Indemnitee was adjudged liable to the Company, or (ii) in connection with
any other proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in
such Indemnitee's official capacity, the Indemnitee was adjudged liable on the basis that personal benefit was
improperly received by the Indemnitee. For purposes of this paragraph 2, excise taxes assessed on the
Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines.

3.      INDEMNIFICATION FOR EXPENSES IN CERTAIN CIRCUMSTANCES

        (A)     Without limiting the effect of any other provision of this Agreement (including the Indemnitee's
                rights to indemnification under paragraph 2 and advancement of expenses under paragraph 4),
                without regard to whether the Indemnitee is entitled to indemnification under paragraph 2 and
      without regard to the provisions of paragraph 6 hereof, to the extent that the Indemnitee is
      successful, on the merits or otherwise, in any Proceeding to which the Indemnitee is a party by
      reason of such Indemnitee's Corporate Status, such Indemnitee shall be indemnified against all
      reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection
      therewith.

(B)   If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or
      otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the
      Indemnitors shall indemnify the Indemnitee against all reasonable Expenses actually incurred by or
      on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter.



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        (C)     For purposes of this paragraph 3 and without limitation, the termination of any claim, issue or
                matter in such Proceeding by dismissal, with or without prejudice, shall be deemed to be a
                successful result as to such claim, issue or matter.

4.     ADVANCEMENT OF EXPENSES

         Notwithstanding anything in this Agreement to the contrary, but subject to paragraph 13 hereof, if the
Indemnitee is or was or becomes a party to or is otherwise involved in any Proceeding (including as a witness),
or is or was threatened to be made a party to or a participant (including as a witness) in any such Proceeding, by
reason of the Indemnitee's Corporate Status, or by reason of (or arising in part out of) any actual or alleged event
or occurrence related to the Indemnitee's Corporate Status, or by reason of any actual or alleged act or omission
on the part of the Indemnitee taken or omitted in or relating to the Indemnitee's Corporate Status, then the
Indemnitors shall advance all reasonable Expenses incurred by the Indemnitee in connection with any such
Proceeding within twenty (20) days after the receipt by the Indemnitors of a statement from the Indemnitee
requesting such advance from time to time, whether prior to or after final disposition of such Proceeding;
provided that, (i) such statement shall reasonably evidence the Expenses incurred or to be incurred by the
Indemnitee and shall include or be preceded or accompanied by (A) a written affirmation by the Indemnitee of
the Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Indemnitors as
authorized by this Agreement and applicable law has been met and (B) a written undertaking by or on behalf of
the Indemnitee to repay the amounts advanced if it should ultimately be determined that the standard of conduct
has not been met, and (ii) a determination shall have been made, in accordance with Section 8.55 of Chapter 2,
Title 10A, of the Code of Alabama, as amended, that the facts then known to those making the determination
would not preclude indemnification under the provisions hereof (with such determination being made in the
manner specified in paragraph 6(B) below). The undertaking required by clause (i)(B) of the immediately
preceding sentence shall be an unlimited general obligation of the Indemnitee but need not be secured and may be
accepted without reference to financial ability to make the repayment.

5.      WITNESS EXPENSES

        Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of
such Indemnitee's Corporate Status, a witness for any reason in any Proceeding to which such Indemnitee is not
a named defendant or respondent, such Indemnitee shall be indemnified by the Indemnitors against all Expenses
actually incurred by or on behalf of such Indemnitee in connection therewith.

6.      DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF
        INDEMNIFICATION

        (A)     To obtain indemnification under this Agreement, the Indemnitee shall submit to the Indemnitors a
                written request, including therewith such documentation and information reasonably necessary to
                determine whether and to what extent the Indemnitee is entitled to indemnification.

        (B)     Indemnification under this Agreement may not be made unless authorized for a specific
                Proceeding after a determination has been made in accordance with this paragraph 6(B) that
                indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has
                met the following standard of conduct: (a) the Indemnitee conducted himself in good faith; (b) the
                Indemnitee reasonably believed (x) in the case of conduct in his official capacity with the
                Company, that the conduct was in the Company's best interests and (y) in all other cases, that the
                conduct was at least not opposed to its best interests; and (c) in the case of any criminal
                proceeding, the Indemnitee had no reasonable cause to believe his conduct was unlawful. Upon
                receipt by the Indemnitors of the Indemnitee's written request for indemnification pursuant to
                subparagraph 6(A), a determination as to whether the applicable standard of conduct has been
                met shall be made within the period specified in paragraph 6(E): (i) if a Corporate Transaction
                shall have occurred, by Special Legal Counsel in a written opinion to the Board of Trustees, a
                copy of which shall be delivered to the Indemnitee, with Special Legal Counsel selected by the
                Board of Trustees by a majority vote of a quorum consisting of trustees not, at the time, parties to
                the Proceeding, or, if such quorum cannot be obtained, then by a majority vote of a committee of
                the Board of Trustees consisting solely of two or more trustees not, at the time, parties to such
Proceeding and who were duly designated to act in the matter by a majority vote of the full
Board of Trustees in which the designated trustees who are parties may participate, or, if the
requisite quorum of the full Board of Trustees cannot be obtained therefor and the committee
cannot be established, then by a majority vote of the full Board of Trustees in which trustees who
are parties to the Proceeding may participate; or (ii) if a Corporate Transaction shall not have
occurred, (A) by the Board of Trustees by a majority vote of a quorum consisting of trustees not,
at the time, parties to the Proceeding, or, if such quorum cannot be obtained, then by a majority
vote of a committee of the Board of Trustees consisting solely of two or more trustees not, at the
time, parties to such Proceeding and who were duly designated to act in the matter by a majority
vote of the full Board of Trustees

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      in which the designated trustees who are parties may participate, (B) if the requisite quorum of 
      the full Board of Trustees cannot be obtained therefor and the committee cannot be established
      (or, even if such quorum is obtainable or such committee can be established, if such quorum or
      committee so directs), by Special Legal Counsel in a written opinion to the Board of Trustees, a
      copy of which shall be delivered to Indemnitee, with Special Legal Counsel selected by the
      Board of Trustees or a committee of the Board of Trustees by vote as set forth in clause (ii)(A)
      of this paragraph 6(B) (or, if the requisite quorum of the full Board of Trustees cannot be
      obtained therefor and the committee cannot be established, by a majority of the full Board of
      Trustees in which trustees who are parties to the Proceeding may participate), or (C) if so 
      directed by a majority of the members of the Board of Trustees, by the shareholders of the
      Company. If the Indemnitors select Special Legal Counsel to make the determination under
      clause (i) or clause (ii)(A) of this paragraph 6(B), the Indemnitors shall give prompt written notice
      to the Indemnitee advising him or her of the identity of the Special Legal Counsel so selected. If it
      is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall
      be made within ten (10) days after such determination. Authorization of indemnification and
      determination as to reasonableness of Expenses shall be made in the same manner as the
      determination that indemnification is permissible. However, if the determination that
      indemnification is permissible is made by Special Legal Counsel under clause (ii)(B) above,
      authorization of indemnification and determination as to reasonableness of Expenses shall be
      made in the manner specified under clause (ii)(B) above for the selection of such Special Legal
      Counsel.

(C)   The Indemnitee shall cooperate with the person or entity making such determination with respect
      to the Indemnitee's entitlement to indemnification, including providing upon reasonable advance
      request any documentation or information which is not privileged or otherwise protected from
      disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such
      determination. Any reasonable costs or expenses (including reasonable attorneys' fees and
      disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Indemnitors
      (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the
      Indemnitors hereby indemnify and agree to hold the Indemnitee harmless therefrom.

(D)   In the event the determination of entitlement to indemnification is to be made by Special Legal
      Counsel pursuant to paragraph 6(B) hereof, the Indemnitee may, within seven (7) days after such
      written notice of selection shall have been given, deliver to the Indemnitors a written objection to
      such selection. Such objection may be asserted only on the grounds that the Special Legal
      Counsel so selected does not meet the requirements of “Special Legal Counsel” as defined in
      paragraph 1 of this Agreement. If such written objection is made, the Special Legal Counsel so
      selected may not serve as Special Legal Counsel until a court has determined that such objection
      is without merit. If, within twenty (20) days after submission by the Indemnitee of a written
      request for indemnification pursuant to paragraph 6(A) hereof, no Special Legal Counsel shall
      have been selected or, if selected, shall have been objected to, either the Indemnitors or the
      Indemnitee may petition a court for resolution of any objection which shall have been made by
      the Indemnitee to the selection of Special Legal Counsel and/or for the appointment as Special
      Legal Counsel of a person selected by the court or by such other person as the court shall
      designate, and the person with respect to whom an objection is so resolved or the person so
      appointed shall act as Special Legal Counsel under paragraph 6(B) hereof. The Indemnitors shall
      pay all reasonable fees and expenses of Special Legal Counsel incurred in connection with acting
      pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses incident to the selection
      of such Special Legal Counsel pursuant to this paragraph 6(D). In the event that a determination
      of entitlement to indemnification is to be made by Special Legal Counsel and such determination
      shall not have been made and delivered in a written opinion within ninety (90) days after the
      receipt by the Indemnitors of the Indemnitee's request in accordance with paragraph 6(A), upon
      the due commencement of any judicial proceeding in accordance with paragraph 8(A) of this
      Agreement, Special Legal Counsel shall be discharged and relieved of any further responsibility in
      such capacity.

(E)   If the person or entity making the determination whether the Indemnitee is entitled to
indemnification shall not have made a determination within forty-five (45) days after receipt by the
Indemnitors of the request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification,
absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact
necessary to make the Indemnitee's statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such
45-day period may be extended for a reasonable time, not to exceed an additional fifteen (15)
days, if the person or entity making said determination in good faith requires additional time for
the obtaining or evaluating of documentation and/or information relating thereto. The foregoing
provisions of this paragraph 6(E) shall not apply: (i) if the determination of entitlement to
indemnification is to be made by the shareholders and if within fifteen (15) days after receipt by
the Indemnitors of the request for such determination the Board

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           of Trustees resolves to submit such determination to the shareholders for consideration at an
           annual or special meeting thereof to be held within seventy-five (75) days after such receipt and
           such determination is made at such meeting, or (ii) if the determination of entitlement to
           indemnification is to be made by Special Legal Counsel pursuant to paragraph 6(B) of this
           Agreement.

7.   PRESUMPTIONS

     (A)   In making a determination with respect to entitlement or authorization of indemnification
           hereunder, the person or entity making such determination shall presume that the Indemnitee is
           entitled to indemnification under this Agreement and the Indemnitors shall have the burden of
           proof to overcome such presumption.

     (B)   The termination of any Proceeding by conviction, or upon a plea of nolo contendere or its
           equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable
           presumption that the Indemnitee did not meet the requisite standard of conduct described herein
           for indemnification.

8.   REMEDIES

     (A)   In the event that: (i) a determination is made in accordance with the provisions of paragraph 6
           that the Indemnitee is not entitled to indemnification under this Agreement, or (ii) advancement of
           reasonable Expenses is not timely made pursuant to this Agreement, or (iii) payment of
           indemnification due the Indemnitee under this Agreement is not timely made, the Indemnitee shall
           be entitled to an adjudication in an appropriate court of competent jurisdiction of such
           Indemnitee's entitlement to such indemnification or advancement of Expenses.

     (B)   In the event that a determination shall have been made pursuant to paragraph 6 of this Agreement
           that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant
           to this paragraph 8 shall be conducted in all respects as a de novo trial on the merits. The fact
           that a determination had been made earlier pursuant to paragraph 6 of this Agreement that the
           Indemnitee was not entitled to indemnification shall not be taken into account in any judicial
           proceeding commenced pursuant to this paragraph 8 and the Indemnitee shall not be prejudiced
           in any way by reason of that adverse determination. In any judicial proceeding commenced
           pursuant to this paragraph 8, the Indemnitors shall have the burden of proving that the Indemnitee
           is not entitled to indemnification or advancement of Expenses, as the case may be.

     (C)   If a determination shall have been made or deemed to have been made pursuant to this
           Agreement that the Indemnitee is entitled to indemnification, the Indemnitors shall be bound by
           such determination in any judicial proceeding commenced pursuant to this paragraph 8, absent: (i)
           a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to
           make the Indemnitee's statement not materially misleading, in connection with the request for
           indemnification, or (ii) a prohibition of such indemnification under applicable law.

     (D)   The Indemnitors shall be precluded from asserting in any judicial proceeding commenced
           pursuant to this paragraph 8 that the procedures and presumptions of this Agreement are not
           valid, binding and enforceable and shall stipulate in any such court that the Indemnitors are bound
           by all the provisions of this Agreement.

     (E)   In the event that the Indemnitee, pursuant to this paragraph 8, seeks a judicial adjudication of
           such Indemnitee's rights under, or to recover damages for breach of, this Agreement, if successful
           on the merits or otherwise as to all or less than all claims, issues or matters in such judicial
           adjudication, the Indemnitee shall be entitled to recover from the Indemnitors, and shall be
           indemnified by the Indemnitors against, any and all reasonable Expenses actually incurred by such
           Indemnitee in connection with each successfully resolved claim, issue or matter.
9.     NOTIFICATION AND DEFENSE OF CLAIMS

        The Indemnitee agrees promptly to notify the Indemnitors in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or
matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure
so to notify the Indemnitors will not relieve the Indemnitors from any liability that the Indemnitors may have to
Indemnitee under this Agreement unless the Indemnitors are materially prejudiced thereby. With respect to any
such Proceeding as to which Indemnitee notifies the Indemnitors of the commencement thereof:


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      (A)   The Indemnitors will be entitled to participate therein at their own expense.

      (B)   Except as otherwise provided below, the Indemnitors will be entitled to assume the defense
            thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitors to
            Indemnitee of the Indemnitors' election to assume the defense thereof, the Indemnitors will not be
            liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred
            by Indemnitee in connection with the defense thereof other than reasonable costs of investigation
            or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own
            counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice
            from the Indemnitors of the Indemnitors' assumption of the defense thereof shall be at the
            expense of Indemnitee unless (a) the employment of counsel by the Indemnitee has been
            authorized by the Indemnitors, (b) the Indemnitee shall have reasonably concluded that there may
            be a conflict of interest between the Indemnitors and the Indemnitee in the conduct of the defense
            of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with
            respect to which the Indemnitors could not provide monetary indemnification to the Indemnitee
            (such as injunctive relief or incarceration) or (d) the Indemnitors shall not in fact have employed
            counsel to assume the defense of such action, in each of which cases the fees and disbursements
            of counsel shall be at the expense of the Indemnitors. The Indemnitors shall not be entitled to
            assume the defense of any Proceeding brought by or on behalf of the Indemnitors, or as to which
            the Indemnitee shall have reached the conclusion specified in clause (b) above, or which involves
            penalties or other relief against the Indemnitee of the type referred to in clause (c) above.

      (C)   The Indemnitors shall not be liable to indemnify the Indemnitee under this Agreement for any
            amounts paid in settlement of any action or claim effected without the Indemnitors' written
            consent. The Indemnitors shall not settle any action or claim in any manner that would impose any
            penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the
            Indemnitors nor Indemnitee will unreasonably withhold or delay consent to any proposed
            settlement.

10.   NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION

      (A)   The rights of indemnification and to receive advancement of reasonable Expenses as provided by
            this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at
            any time be entitled under applicable law, the Declaration of Trust, the Bylaws, the Operating
            Partnership's Partnership Agreement, any other agreement, a vote of shareholders, a resolution of
            the Board of Trustees or otherwise, except that any payments otherwise required to be made by
            the Indemnitors hereunder shall be offset by any and all amounts received by the Indemnitee from
            any other indemnitor or under one or more liability insurance policies maintained by an indemnitor
            or otherwise and shall not be duplicative of any other payments received by an Indemnitee from
            the Indemnitors in respect of the matter giving rise to the indemnity hereunder. No amendment,
            alteration or repeal of this Agreement or any provision hereof by the Company or the Operating
            Partnership shall be effective as to the Indemnitee with respect to any action taken or omitted by
            the Indemnitee prior to such amendment, alteration or repeal.

      (B)   To the extent that the Company maintains an insurance policy or policies providing liability
            insurance for trustees and officers of the Company, the Indemnitee shall be covered by such
            policy or policies in accordance with its or their terms to the maximum extent of the coverage
            available and, upon any Corporate Transaction, the Company shall use commercially reasonable
            efforts to obtain or arrange for continuation and/or “tail” coverage for the Indemnitee with respect
            thereto.

      (C)   In the event of any payment under this Agreement, the Indemnitors shall be subrogated to the
            extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all
            papers required and take all actions necessary to secure such rights, including execution of such
            documents as are necessary to enable the Indemnitors to bring suit to enforce such rights.
      (D)   The Indemnitors shall not be liable under this Agreement to make any payment of amounts
            otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually
            received such payment under any insurance policy, contract, agreement, or otherwise.

11.   CONTINUATION OF INDEMNITY

      (A)   All agreements and obligations of the Indemnitors contained herein shall continue during the
            period the Indemnitee is an officer or a member of the Board of Trustees of the Company and
            shall continue thereafter so

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                long as the Indemnitee shall be subject to any threatened, pending or completed Proceeding by
                reason of such Indemnitee's Corporate Status and during the period of statute of limitations for
                any act or omission occurring during the Indemnitee's term of Corporate Status. This Agreement
                shall be binding upon the Indemnitors and its respective successors and assigns and shall inure to
                the benefit of the Indemnitee and such Indemnitee's heirs, executors and administrators.

        (B)     The Company and the Operating Partnership shall require and cause any successor (whether
                direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a
                substantial part, of the business and/or assets of the Company or the Operating Partnership, by
                written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to
                assume and agree to perform this Agreement in the same manner and to the same extent that the
                Company and the Operating Partnership would be required to perform if no such succession had
                taken place.

12.     SEVERABILITY; PRIOR INDEMNIFICATION AGREEMENTS

        (A)     If any provision or provisions of this Agreement shall be held to be invalid, illegal or
                unenforceable for any reason whatsoever, (i) the validity, legality, and enforceability of the
                remaining provisions of this Agreement (including, without limitation, each portion of any
                paragraph of this Agreement containing any such provision held to be invalid, illegal or
                unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or
                impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement
                (including, without limitation, each portion of any paragraph of this Agreement containing any
                such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or
                unenforceable) shall be construed so as to give effect to the intent manifested by the provisions
                held invalid, illegal or unenforceable.

        (B)     This Agreement shall supersede and replace any prior indemnification agreements entered into by
                and between the Company and/or the Operating Partnership and the Indemnitee and any such
                prior agreements shall be deemed automatically terminated upon execution and delivery of this
                Agreement by the Company, the Operating Partnership and the Indemnitee; provided, however,
                that nothing in this Agreement shall replace the contract rights conferred upon Indemnitee in the
                Company's Declaration of Trust, the Partnership Agreement, or the Bylaws to the extent such
                rights differ from the rights provided in this Agreement.

13.     EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES

         Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to
indemnification or advancement of reasonable Expenses under this Agreement with respect to (i) any Proceeding
initiated by such Indemnitee against the Indemnitors other than a proceeding commenced pursuant to paragraph 8
hereof, or (ii) any Proceeding for an accounting of profits arising from the purchase and sale by Indemnitee of
securities of the Company in violation of Section 16(b) of the Exchange Act, rules and regulations promulgated 
thereunder, or any similar provisions of any federal, state or local statute. In addition, notwithstanding any other
provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable
Expenses under this Agreement if it is established that (1) in connection with a Proceeding by or in the right of the
Company, the Indemnitee was adjudged liable to the Company or (2) in connection with any other Proceeding
charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee's official
capacity, the Indemnitee was adjudged liable on the basis that personal benefit was improperly received by the
Indemnitee.

14.     NOTICE TO THE COMPANY SHAREHOLDERS

        Any indemnification of, or advancement of reasonable Expenses, to an Indemnitee in accordance with
this Agreement, if arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the
shareholders of the Company with the notice of the next Company shareholders' meeting or prior to the meeting.

15.     PAYMENT BY THE OPERATING PARTNERSHIP OF AMOUNTS REQUIRED TO BE
PAID OR ADVANCED
     BY THE COMPANY

        The obligations of the Company and the Operating Partnership under this Agreement shall be joint and
several. The Operating Partnership shall promptly pay upon demand by the Company or the Indemnitee all
amounts the Company is required to pay or advance hereunder.




                                                     7
16.     HEADINGS

      The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction thereof.

17.     MODIFICATION AND WAIVER

        No supplement, modification or amendment of this Agreement shall be binding unless executed in writing
by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.

18.     NOTICES

        All notices, requests, demands, and other communications hereunder shall be in writing and shall be
deemed to have been duly given if (i) delivered by hand and received by the party to whom said notice or other
communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the
third business day after the date on which it is so mailed, if so delivered or mailed, as the case may be, to the
following addresses:

        If to the Indemnitee, to the address set forth in the records of the Company.

        If to the Indemnitors, to:

                         Colonial Properties Trust
                         Colonial Realty Limited Partnership
                         2101 Sixth Avenue North, Suite 750
                         Birmingham, Alabama 35202
                         Fax No.: 205-986-6915

or to such other address as may have been furnished to the Indemnitee by the Indemnitors or to the Indemnitors
by the Indemnitee, as the case may be.

19.     CONTRIBUTION

         To the fullest extent permissible under applicable law, if the indemnification provided for in this
Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying
Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, penalties, fines and
settlements and reasonable expenses actually incurred by or on behalf of an Indemnitee, in connection with any
claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable
in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the
Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or
(ii) the relative fault of the Company (and its trustees, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).

20.     GOVERNING LAW

        The parties agree that this Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Alabama, without application of the conflict of laws principles thereof.

21.     NO ASSIGNMENTS

        The Indemnitee may not assign its rights or delegate obligations under this Agreement without the prior
written consent of the Indemnitors. Any assignment or delegation in violation of this paragraph 21 shall be null and
void.

22.     NO THIRD PARTY RIGHTS
         Nothing expressed or referred to in this Agreement will be construed to give any person other than the
parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or
any provision of this Agreement. This Agreement and all of its provisions are for the sole and exclusive benefit of
the parties to this Agreement and their successors and permitted assigns.


                                                        8
23.     COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together constitute an agreement binding on all of the parties hereto.

                                      [Signature page follows]
9
         IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year
first above written.

                                   COLONIAL PROPERTIES TRUST


       By: ____________________________________             
       Name:     
       Title:     


                                   COLONIAL REALTY LIMITED PARTNERSHIP


                                   By:     COLONIAL PROPERTIES TRUST, 
                                            its general partner

                                          By: ____________________________________
       Name:
                                          Title:     


                                   INDEMNITEE:


       By: ____________________________________         
       Name:     
10
                     Schedule A


Name                           Date of Agreement
Thomas H. Lowder               June 16, 2011
James K. Lowder                June 14, 2011
Carl F. Bailey                 June 14, 2011
Edwin M. Crawford              October 26, 2011
M. Miller Gorrie               June 14, 2011
Herbert A. Meisler             June 14, 2011
Claude B. Nielsen              June 14, 2011
Harold W. Ripps                June 14, 2011
John W. Spiegel                June 14, 2011
C. Reynolds Thompson, III      June 16, 2011
Paul F. Earle                  June 10, 2011
John P. Rigrish                June 8, 2011
Jerry A. Brewer                June 10, 2011
Bradley P. Sandidge            June 10, 2011